Business Development
Cytta Corp. was incorporated in the State of Nevada on May 30, 2006, and our fiscal year-end is September 30th. The company's corporate offices are located at 6490 West Desert Inn Road, Las Vegas NV 89146, and the telephone number is (702) 307 1680.
Cytta Corp. had revenues of $2,250 during the year ended September 30th, 2011 and limited operations, and has only limited cash on hand. We have now commenced preliminary sales of our remote patient monitoring (RPM) system and have generated revenue therefrom. We have sustained losses since inception and have previously relied primarily upon the sale of securities and loans from our corporate officers and directors for funding.
Cytta has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Cytta, its directors, officers, affiliates and promoters have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.
Business of Issuer
Cytta was originally formed in 2006 to be a web based service provider for general contractors to market their services. This business was abandoned and the Company in December 2008 merged with Ophthalmic International, Inc. (“OI”), a Nevada corporation that manufactured and marketed a medical fixation device with a patented designed suction ring that treats Open Angle and Pigmentary glaucoma. On May 8, 2009, Cytta entered into an Agreement (the “Agreement”), dated May 8, 2009, with OI, its wholly-owned subsidiary, pursuant to which the transaction was cancelled. These transactions are more fully described in our Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 12, 2008, May 12, 2009, and May 20, 2009, respectively.
On June 9, 2009, the Company determined that it wished to stay in the medical products industry and pursued an opportunity to enter into the remote patient monitoring (RPM) sector. On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. a Nevada Corporation. Through a series of transactions and business developments commencing in 2002 Lifespan had acquired the expertise and licenses to manufacture, distribute and market various technology based internet and telephony based access and computing products and services, consisting of internet access devices, related software and hardware and a series of medical peripherals designed and adapted to provide remote patient monitoring (RPM) of home based and remote patients.
Under the terms of the Agreement with Cytta, Lifespan granted the Company the exclusive license to manufacture, sell, distribute, operate, sub-license and market these internet and telephony access devices, products and services in the United States. The Company has been utilizing the License to develop a model for the internet and telephony access devices which can incorporate the numerous technology advances which are currently available and has determined to utilize android based smartphones and tablets as the connectivity devices. In exchange for the license, Lifespan has received 120,000,000 shares of the Company’s common stock, plus a license fee equal to one half of one percent (.5%) of the net revenue derived from the sale and use of their products and services. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2009.
On November 10th, 2010, the Company entered into an MVNO Mobile Virtual Network Operator Agreement (herein “MVNO Agreement”) with Vonify Inc. of Toronto, Canada and Georgetown, Grand Cayman Island, BWI (herein “Vonify”) and MVNO Mobile Virtual Network Operator Corp (herein “MVNO”) of New Westminster, Canada (“MVNO Corp.”) a company owned and controlled by Mr. Gary Campbell an Officer and Director and controlling shareholder of Cytta for a license to provide all the “Services” of the Vonify Network to third parties, in the medical marketplace in the USA as a Special Purpose Medical Network. Cytta may only resell Services to third parties who are also End Users and such third parties may not further resell the Services. Cytta is expressly permitted to use and develop their own applications and programing for the phones and may develop and utilize applications which require modification of the “native” or “core” programing of the Smartphones provided it does not have a deleterious effect upon the Network.
The Vonify Network includes those integrated mobile switching facilities, servers, cell sites, telecom and internet connections, billing systems, validation systems, gateways, landline switches and other related facilities used to provide the Services. Vonify operates the network utilizing the C & F Block Spectrum Licenses and associated roaming agreements and all the land, towers and antennas along with the associated network agreements.
Pursuant to Cytta’s MVNO agreement with Vonify, the Services to be marketed by Cytta are defined as wireless telecommunications services for the Global System for Mobile (GSM) communications. The Company has finalized the testing of the Vonify network in the US utilizing Vonify SIM cards installed on numerous brands of android smartphones and tablets deployed in various parts of the US. After comprehensive testing, the Cytta network was found to be fully functional and compliant in regards to voice, data and SMS connectivity. The network is suitable in all aspects for utilization by Cytta for the movement of medical information gathered from Bluetooth enabled remote medical monitoring devices. The Cytta Medical smartphones and tablets are also fully functional voice, data and SMS cell phones.
In exchange for the MVNO Agreement, Cytta issued 250,000,000 shares of the Company’s common stock to Vonify Inc. This transaction resulted in Vonify Inc. becoming a greater than 10% shareholder of the Company at the time. Mr. Michael Scott, a Director of the Company, is the controlling shareholder of Vonify Inc. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2010.
On January 25th, 2012, the Company’s Board ratified an executed Wireless Data Machine to Machine (M2M) Communications Agreement with ATT Mobility II, LLC on behalf of its affiliates AT&T or AT&T Mobility (herein AT&T) pursuant to the terms of which Cytta agrees to purchase from AT&T and AT&T agrees to sell to Cytta wireless service for use in machine to machine communications on AT&T’s Wireless Data Network. Through AT&T, Cytta can offer a nationwide Data GSM/GPRS footprint across 100 percent of the AT&T service area. GSM also provides global compatibility resulting in more international roaming potential. Cytta has currently activated its first AT&T SIMs and is evaluating their market potential. Additional setup, activation and details are currently being explored between the parties. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31st, 2012.
Since the acquisition of the Lifespan technology, and the rights to utilize the Vonify Wireless Network through the Vonify MVNO Agreement, and the AT&T Data MVNO agreement, and the Agreements with the medical device manufacturers, the Company has now completed the development of a remote medical monitoring model or remote patient monitoring (RPM) system designed to deliver seamless, near real-time, medical data transmission from home to Insurer/Provider. The Company’s system seamlessly collects the data generated by the portable or home based medical monitoring devices (such as blood pressure, scale, blood glucose, pulse oxygen etc.), utilizing Bluetooth connectivity. This medical data is sent via Bluetooth from the medical device to the Company’s Medical Smartphone, which is also located in the home and/or held by the patient.
The Company’s Medical Smartphone, contains proprietary device resident or “native” programming, consisting of a “Firmware Client” or “Super App” developed by Connected Health Pte. Ltd. in conjunction with the Cytta Special Purpose Network and which is licensed to Cytta pursuant to the July 14th, 2011 License Agreement. This application for the phones is designed to automatically receive Bluetooth data and perform autonomous control and connectivity functions utilizing the voice, data and SMS capability of the Smartphone or tablet. Connected Health is a wireless health innovator committed to developing health monitoring connectivity solutions which when installed on the Cytta Medical Smartphone, automatically receives the medical data and utilizes the Company’s wireless telecommunication services, to transmit the data through the cellular network to Cytta’s proprietary online or Cloud based Cytta Data repository Dashboard called the ‘Instant EMRTM’.
From the Online or Cloud based Cytta Data repository Dashboard or ‘Instant EMRTM’ the data can be utilized as part of the electronic medical monitoring systems (EMR’s) of the major Medical Groups (such as Insurance Companies, Disease Management Companies, Health Delivery Organizations, Health Plans, Home Health Agencies, Managed Care Organizations, Medical Groups and IPAs) who have placed the systems in the homes of their clients requiring remote patient monitoring. These Medical Groups contract with Cytta and are responsible for installing, monitoring and financing the system in the homes of their clients who require monitoring.
The Company has currently entered into agreements with respected medical device manufacturers A&D Medical, Nonin Medical, ForaCare, and Entra Health which have allowed Cytta to incorporate their FDA Systems, which have allowed Cytta to incorporate their FDA, approved medical monitoring devices to for measurement of Blood Pressure, Glucose Values, Weight, Temperature, Pulse, and Oxygen Saturation. The Company is currently working to add PT/INR, ECG Rhythms, Respiration, and a personal emergency response system (PERS) into the Cytta Ecosystem.
The Company and its licensing partner have now completed the development of the proprietary Firmware Client and have installed the technology on several Nexus One, HTC My Touch, HTC Wildfire, HTC Sense, Sony Xperia android smartphones.as well as with the Samsung and HTC tablets. The testing and integration of the combination Smartphone/tablets and Firmware Client, which has collectively been described as the Cytta Medical Smartphone or the Cytta Medical Tablet, with the blood pressure, weight scale, pulse/oximetry and blood glucose devices, has been completed and are all functioning seamlessly. The Company has completed the development of the ‘Online Data Presentation Screens” Dashboard or ‘Instant EMRTM’ to represent the data captured by the system for its clients.
The Company began its first installations of the complete Cytta Ecosystems in September 2011 in the US, with two Medical Group clients wishing to utilize and or participate in the Company’s “medical monitoring ecosystem’. In March 2012 the Company commenced its first major installation and product evaluation with a major medical Insurance Co/Payor and also delivered its second round of orders to its first two medical group clients. Upon conclusion of Insurance co/Payor evaluation, the Company will begin full deployment of its systems and commence operations as a Medical Health Service Provider (MHSP).
The Company’s integrated and completely autonomous system provides numerous advantages over current systems, as well as a pricing structure designed to generate a positive return on investment (ROI) for the Medical Groups utilizing the system. To this end the Company is currently demonstrating the system to numerous Medical Group clients wishing to utilize and or participate in the Company’s “medical monitoring ecosystem”.
In an effort to respond to data security concerns related to the transmission of information through a mobile communications network, on June 24th, 2011, the Company entered into a Joint Venture and Value Added Reseller Agreement and a final Exclusive License Agreement on August 18th, 2011 (herein the “Agreement”) with Promia, Inc. of San Francisco, CA (herein “Promia”) to exclusively market on a worldwide basis Promia’s software and hardware development services and technologies. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011.
Cytta currently has minimal operating costs and expenses at the present time due to our relatively new business activities. However we anticipate significantly increasing our activities as a result of the first sales of our systems and the installation thereof. We have entered into certain management and consulting contracts with our senior Officers and non-affiliated consultants who will be providing business services to the Company in the health care arena. Additionally, we will be required to raise significant capital over the next twelve months, in connection with our operations resulting from our marketing Agreements. We currently engage in minimal product research and development; however the Company’s Agreements may cause us to engage in further research and development in the foreseeable future. We have no present plans to purchase or sell any plant or significant equipment although we will have to acquire some equipment related to the marketing Agreements. We also have immediate plans to add employees, other than the current management and consultants, and we will continue to do so in the future as a result of the operations related to the marketing of our systems.
Patents, Trademarks and Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts
We presently utilize no patents, licenses, franchises, concessions, royalty agreements or labor contracts in connection with our business with the exception of the license and royalty agreement with Lifespan Inc. and the licenses from Vonify Inc., MVNO Mobile Virtual Network Operator Corp., AT&T, Promia Inc. and Connected Health described above.
Research and Development
During the fiscal year ended September 30, 2011 we paid $10,000 in expenditures on research and development and during the fiscal year ended September 30, 2010, we made no expenditures on research and development.
Employees
As of August 22, 2012, the Company has no employees.
Reports to Security Holders
The Company is not required to provide annual reports to security holders.
We are subject to the reporting requirements of the Securities and Exchange Commission (“SEC”) and we file reports including, but not limited to, Annual Reports of Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Proxy Statements on Schedule 14.
The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC and the address of that site is www.sec.gov.
ITEM 1A. RISK FACTORS
Because we are a “smaller reporting company” as that term is defined by the SEC, we are not required to present risk factors at this time.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Cytta's principal place of business and corporate offices are located at 6490 West Desert Inn Road, Las Vegas, NV, 89146 and the telephone number is (702) 307-1680. The Company pays $1,500 a month rent on a month to month basis.
Cytta does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities
ITEM 3. LEGAL PROCEEDINGS
No material legal or any governmental proceedings are presently pending or, to our knowledge, threatened, to which we are a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Since September 10, 2007, our Common Stock had been listed for quotation on the Over-the-Counter Bulletin Board OTCBB, under the symbol “CYCA”. The OTCBB is now the FINRA.BB. In 2011 the Company’s market maker, for cost reasons, removed quotation of securities from the OTCBB platform, causing Cytta along with numerous other securities to be automatically moved to the OTCQB even though they were current with their reporting obligations with the SEC under the Securities Exchange Act of 1934. OTCQB is the venture marketplace for companies that are current in their reporting with a U.S. regulator. OTCQB securities may also be quoted on the FINRA BB.
The following table sets forth the high and low closing bid prices for our Common Stock for the fiscal quarters indicated as reported on the OTCBB and OTCQB by the NASDAQ Composite Feed or other qualified interdealer quotation medium. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
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* After a 20 for 1 forward stock split.
** After a 4 for 1 forward stock split.
Of the 1,600,078,203 shares of common stock outstanding as of August 22, 2012, held by 151 shareholders of record, 782,284,615 shares are owned by our consultants, officers and directors.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
we would not be able to pay our debts as they become due in the usual course of business; or
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividend in the foreseeable future.
Recent Sales of Unregistered Securities
During the fiscal year ended September 30th, 2011, the Company sold securities that were not registered under the Securities Act of 1933 as follows:
During November 10, 2010 the Company issued 250,000,000 of its $0.00001 par value common stock for an MVNO license at $0.0013 per share for a total of $325,000 in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Company did not engage in any general solicitation or advertising. The Company issued the stock certificates and affixed the appropriate legends to the restricted stock.
During September 12, 2011 the Company issued 272,000,000 shares of its $0.00001 par value common stock at $0.0010 for cash of $272,000 in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Company did not engage in any general solicitation or advertising. The Company issued the stock certificates and affixed the appropriate legends to the restricted stock.
During September 20, 2011 the Company issued 4,751,536 shares of its $0.001 par value Class A Preferred stock at $0.00063 for cash of $301,000, received during the fiscal year ended September 30, 2011, in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Company did not engage in any general solicitation or advertising. The Company issued the stock certificates and affixed the appropriate legends to the restricted stock.
None of the transactions involved any underwriters or underwriting discounts. All of the purchasers were deemed to be sophisticated financially and with regard to an investment in our securities.
Securities Authorized For Issuance Under Equity Compensation Plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance under any such plans.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.
The following discussion and analysis of the Company’s financial condition and results of operations are based on the preparation of our financial statements in accordance with U.S. generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Results of Operations
We are a development stage corporation. We have generated $2.250 in revenues from our business operations since inception (May 30, 2006) through September 30, 2011 and have incurred $ 1,104,296 in expenses through September 30, 2011.
The following table provides selected financial data about our company for the fiscal year ended September 30, 2011 and 2010, respectively.
Our cash in the bank at September 30, 2011 was $ $97,899. Net cash provided by financing activities since inception (May 30, 2006) through September 30, 2011 was $ 583,000.
Plan of Operation
On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. Through a series of transactions and business developments commencing in 2002, Lifespan had acquired the expertise and licenses to manufacture, distribute and market various technology-based internet access and computing products and services, consisting of internet access devices, related software and hardware and a series of medical peripherals designed and adapted to provide remote non-diagnostic monitoring of home based and remote patients. Under the terms of the Agreement with Cytta, Lifespan granted the Company the exclusive license to manufacture, sell, distribute, operate, sub-license and market these internet access devices, products and services in the United States. The Company plans to utilize the License to develop a model for the internet access devices which can incorporate the numerous technology advances which are currently available and is currently pursuing this avenue
On November 10th, 2010, the Company entered into an MVNO Mobile Virtual Network Operator Agreement (herein “MVNO Agreement”) with Vonify Inc. of Toronto, Canada and Georgetown, Grand Cayman Island, BWI (herein “Vonify”) and MVNO Mobile Virtual Network Operator Corp (herein “MVNO”) of New Westminster, Canada for a license to provide all the “Services” of the Vonify Network to third parties, in the medical marketplace in the USA. The Vonify Network includes those integrated mobile switching facilities, servers, cell sites, telecom and internet connections, billing systems, validation systems, gateways, landline switches and other related facilities used to provide the Services. The Services to be marketed by Cytta are defined as wireless telecommunications services for the Global System for Mobile (GSM) communications.
Since the acquisition of the Lifespan Technology, and the MVNO Agreement, the Company has a remote medical monitoring model designed to deliver seamless, near real-time, medical data transmission, through Bluetooth connectivity, utilizing the Company’s wireless telecommunication services, to major medical payor/providers back end electronic medical monitoring systems (EMR’s) with a pricing structure sufficient to generate a positive return on investment (ROI) for the clients.